Production Services Agreement

PRODUCTION SERVICES AGREEMENT

This Production Services Agreement ("Agreement") is entered into as of by and between Client Name: , Entity Type: Corporation LLC Individual, and Producer Name: , Entity Type: Corporation LLC Individual (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to obtain production services in connection with the project described as: (the "Project");

WHEREAS, Producer has the personnel, equipment and expertise to provide production, direction, filming, editing and related services necessary to complete the Project in accordance with the specifications set forth in this Agreement;

WHEREAS, the Parties desire to set forth the terms and conditions under which Producer will provide such services and deliverables to Client.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope of Services. Producer shall provide production services including pre-production planning, casting, location scouting, principal photography, post-production editing, color correction and delivery of final master files (collectively, the "Services") as set forth in the Production Schedule and Statement of Work attached hereto or described below.

1.2 Changes. Any material change to the Services shall be made only by written change order signed by authorized representatives of both Parties, which shall include adjustments to fees and schedule as necessary.

2. DELIVERABLES AND SCHEDULE

2.1 Deliverables. Producer shall deliver the deliverables set forth below in the format and specifications agreed by the Parties:

2.2 Time is of the essence for all material delivery dates. Producer shall notify Client in writing if any schedule milestone is at risk and shall use commercially reasonable efforts to meet revised schedule milestones.

3. COMPENSATION

3.1 Fees. Client shall pay Producer a total fee of USD according to the payment schedule set forth below.

3.2 Expenses. Client shall reimburse Producer for preapproved out-of-pocket expenses incurred in connection with the Services upon submission of documentation. Reimbursable expenses must be preapproved in writing and invoiced monthly.

4. ACCEPTANCE

4.1 Review Period. Client shall have days from receipt of each Deliverable to review and either accept in writing or provide a written list of deficiencies. Failure to provide timely written notice shall be deemed acceptance.

4.2 Cure. Producer shall promptly correct any Deficiencies at no additional fee provided such deficiencies are due to Producer's failure to perform in material accordance with this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Unless otherwise agreed in writing, upon full payment of all amounts due under this Agreement, Producer assigns to Client all right, title and interest in and to the final Deliverables created specifically for Client hereunder, including all copyrights therein, subject to the license back to Producer set forth in Section 5.2.

5.2 Producer Materials. Producer shall retain ownership of any preexisting materials, tools, know-how, templates or stock elements incorporated into the Deliverables ("Producer Materials"). Producer grants Client a nonexclusive, worldwide, perpetual license to use the Producer Materials solely as incorporated in the Deliverables.

5.3 Third-Party Materials. Producer shall obtain and provide written evidence of all licenses and rights necessary for Client's intended uses of any third-party materials incorporated in the Deliverables. Client shall reimburse reasonable license fees for third-party elements if preapproved in writing.

6. CONFIDENTIALITY

6.1 Protection of Confidential Information. Each Party agrees to hold in confidence and not disclose Protected Information received from the other Party, and to use such information solely for the performance of this Agreement. "Protected Information" includes non-public business information, creative concepts, scripts, budgets, and other materials marked confidential or reasonably understood to be confidential.

6.2 Permitted Disclosures. Confidential Information may be disclosed to employees, contractors and agents on a need-to-know basis provided such persons are bound by confidentiality obligations no less restrictive than those herein. Disclosure required by law shall be permitted only after the disclosing Party gives prompt notice to the other Party and cooperates in any protective measures.

7. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement with a third party.

7.2 Producer Warranty. Producer represents and warrants that the Deliverables will be original and will not knowingly infringe or misappropriate any third party intellectual property rights. Producer will indemnify, defend and hold Client harmless from and against any third party claims alleging infringement arising from Producer's breach of this warranty, subject to the limitations in Section 8.

7.3 Client Warranty. Client represents and warrants that any materials provided to Producer for inclusion in the Deliverables are owned by Client or licensed for Client's use and will not cause Producer to infringe any third party rights.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) BREACH OF CONFIDENTIALITY, OR (C) A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PRODUCER UNDER THIS AGREEMENT.

9. INSURANCE

Producer shall maintain at its expense general liability, workers' compensation and automobile insurance as required by law and insurance customary for the production services performed. Upon Client's written request, Producer shall provide certificates of insurance evidencing such coverage.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services unless earlier terminated in accordance with this Section 10.

10.2 Termination for Convenience. Either Party may terminate this Agreement upon days' written notice to the other Party. In the event of such termination, Client shall pay Producer for Services performed and reimbursable expenses incurred through the effective date of termination.

10.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

11. EFFECTS OF TERMINATION

Upon termination, Producer shall deliver to Client all completed Deliverables and work in progress, and Client shall pay all accrued charges. Sections concerning confidentiality, ownership, indemnification, limitation of liability, and payment shall survive termination.

12. INDEPENDENT CONTRACTOR

Producer is an independent contractor and not an employee, partner or agent of Client. Producer shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort, including compliance with labor and employment laws for Producer's personnel.

13. COMPLIANCE WITH LAWS

Each Party agrees to comply with all applicable laws, rules and regulations in the performance of its obligations hereunder, including but not limited to those governing safety, permits, licensing and labor standards.

14. NOTICES

All notices, requests and other communications under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as a Party may specify in writing.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be valid unless in writing; a waiver of one breach shall not constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

16.2 Entire Agreement. This Agreement, together with any attached exhibits or statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

16.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely effects the Parties' original intent.

MISCELLANEOUS

17.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

17.2 Publicity. Neither Party shall use the other Party's name, logo or trademarks in any advertising or publicity without the other Party's prior written consent, except that Producer may list Client as a client in Producer's promotional materials.

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